1. THESE TERMS
1.1. These are the terms and conditions on which we supply data to you, whether these are services or digital content.
1.2. Please read these terms carefully before you submit your Order.

1.3. INTERPRETATION

THE FOLLOWING DEFINITIONS AND RULES OF INTERPRETATION APPLY IN THESE CONDITIONS.

Account means your account set up with us on our acceptance of your Order
Charges: the charges payable by the Customer for the supply of the Services in accordance with Clause 5(Charges and payment).
Commencement Date: has the meaning given in clause 2.2
Company: means MYOPENDATA Ltd (CRN: 11179262)
Completion Data: means that Information that the Customer receives from the Company on completion of their Order.
Conditions: these terms and conditions as amended from time to time in accordance with Clause 11.5.
Contract: the contract between the Comply and the Customer with the purpose of providing the Customer with the Completed Data in accordance with these Conditions
Customer: the person or firm who holds the Account with the Company.
Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications.
Data Server: means that server that the Company has access to provide the Information to the Customer.
Information: means all of that Open Data given by the Company as requested in the Customer’s Order and shall be either information which is factually accurate (Factual Information) or Information which is probable (Probable Information)
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Open Data: is to be given its usual meaning being that information which is available on the open market.
Order: means the form that you fill in to confirm your payment details and set up your Account with us in order to receive the Completed Data
Privacy Policy: means the terms which set out how we will deal with your confidential and personal information received from you via our Website.
UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
Us/We/Our means the Company
Website means our website which can be found at www.myopendata.co.uk
You/Your means the Customer

1.4 INTERPRETATION:

a) A reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision.

b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

c) A reference to writing or written includes fax and email

2. BASIS OF CONTRACT

2.1. The Order constitutes an offer by the Customer to purchase Services in accordance with these Conditions.

2.2. The Order shall only be deemed to be accepted when the Company issues written acceptance of the Order (Order Confirmation) at which point and on which date the Contract shall come into existence for the Company to supply the Information (Commencement Date).

2.3. The description of any Information that we can provide and is illustrated on our Website does not constitute a contractual offer to sell that Information.

2.4. When the Customer’s Order has been submitted, the Company retains the ability to reject it at its sole discretion.

2.5. These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.6. Any quotation given by the Company will be only be valid for a period of 24 hours, unless it is expressly with

2.7. Once your Order has been accepted and you receive an Order Confirmation then your Account will be created. You will then be afforded access to the Website in order to download the Information.

2.8. Once you have received the Completed Data it will only be valid for a period of 7 days. For any further Information that you require you will need to submit a new Order.

2.9. The Customer will never be able to or have the right to access the Data Server.

2.10. In order to receive your Order Confirmation you must first enter your payment details to create your Account and payment will be taken by us in accordance with these Conditions.


3. OUR OBLIGATIONS AND RIGHTS

3.1. We will ensure that, once your Order Confirmation has been sent to you and your Account is active, you will be given access to the Website for the sole purpose of accessing the Completed Data. You will have the ability to use our Website’s functions, algorithms and programmes to select the Information, whether Factual Information or Probable Information, you require.
3.2 You will be afforded access to the Information for a period of 7 days.
3.3 Under no circumstances will you ever own or have access to the Data Server.
3.4 We reserve the right to amend our Website, change the Data Server that we use or any other material or immaterial elements of our business model in order to ensure that you receive the Information that you have purchased. Any amendments to the Information will be made if necessary to comply with any applicable law or regulatory requirement.
3.5 We will use all reasonable endeavours to give you access to the Completed Data within a reasonable timescale, but any such dates that we give shall be estimates only and time will not be of the essence for the purpose of providing the Completed Data to you.
3.6 We retain the right to update our Website, without notice to you, for the purposes of upgrading any software or general improvements.

4. YOUR OBLIGATIONS
4.1 You shall:
(a) ensure that the terms of the Order are complete and accurate;

(b) co-operate with us in all circumstances relating to your Order, the Information or the Completed Data;

(c) be responsible and liable for ensuring that the Completed Data that you receive is correct and is as set out in the terms of your Order.

(d) obtain and continually maintain any licenses, permissions and consents which may be required, whether by law or by contract for you to access and/or hold the Completed Data. In accordance with these Conditions we will not be liable for any penalties, breaches or action (legal or otherwise) brought or completed against you for breaching this clause.

(e) comply with all applicable laws.

(f) ensure that you do not use our Website or the Completed Data for any illegal or immoral purposes (which shall be decided at our sole discretion). Where you use our Website or Completed data for any illegal or immoral purposes than you shall indemnify us for any loss or penalties that we may suffer as a direct result of your actions, whether done with your knowledge or not.

4.2 You hereby acknowledge and contract that any personal information, as defined in the UK Data Protection Legislation, is used by us in order for us to carry out our obligations under this Contract.

4.3 If any performance of any of our obligations under this Contract is prevented or delayed by any act or omission by you or your failure to perform any relevant obligation (Your Default):

(a) without limiting or affecting any other right or remedy available to us, we reserve the right to suspend your Order until you remedy Your Default, and Your Default prevents or delays our performance of any of our obligations;

(b) we shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from our failure or delay to perform any of our obligations as set out in this clause; and

(c) you shall reimburse us on written demand for any costs or losses sustained or incurred us arising directly or indirectly from Your Default.

5. CHARGES AND PAYMENT
5.1 The Charges for the Completed Data will be at a fixed cost set out on our Website. All Charges will be due and payable at the time of your Order and will be payable in advance of you receiving the Completed Data.
5.2 We reserve the right to charge you separately where you supply incorrect information on your Order or your Account and any alteration are made by us.
5.3 Any additional charges will be set out on the Website. Where we raise any additional Charges, those Charges will become due and payable on the day of the Invoice raised by us.
5.4 You must set up a direct debit for your Order to be accepted. All Charges include VAT at the time of your Order.
5.5 In the event that the Charges are unable to be processed by us then we reserve the right, without affecting any other remedies available to us under the Contract, to charge any applicable late payment fees and interest at a rate of 8% above the Bank of England Base Rate from time to time until payment is received by us.
5.6 Where you believe that the Charges are wrong then you must contact us within a reasonable timescale. We will not be held liable for any incorrect Charges.
5.7 All amounts payable by the Customer under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.


5.8 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. INTELLECTUAL PROPERTY RIGHTS
We confirm that we have the ability to use all Intellectual Property Rights in or arising out of or in connection with the Information or Completed for the purposes of complying with our obligations under this Contract.


7. DATA PROTECTION
7.1 Both parties will comply with all applicable requirements of the UK Data Protection Legislation. This clause is in addition to and does not remove, replace or relieve either party’s obligations under the UK Data Protection Legislation.

7.2 For the purposes of the UK Data Protection Legislation, you are the Data Controller and we are the Data Processor where both Data Processor and Data Controller have the meanings as defined in the UK Data Protection Legislation.

7.3 Without prejudice to the generality of this clause, you must ensure that before you are in receipt of any Completed Data, you ensure that you have all appropriate consents and notices in place to enable the lawful transfer of the Personal Data (as defined in the UK Data Protection Legislation) to you. This obligation will survive the termination of this Contract. In the event that you do not comply with the UK Data Protection Legislation then you will indemnify us for any breaches that result in us or any of our third parties suffering damages, fines or other penalties.

7.4 We, without prejudice to the generality of this clause, shall, in relation to the Personal Data processed in performance of this Contract:

a) process that Personal Data only on your written instructions unless we are required to do so by law. Where we are relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, we shall within a reasonable time period, notify you before processing the said data unless we are prohibited notifying you by law;

b) ensure that we have in place the appropriate technical and organizational measures to protect against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected having regard to the state of the technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

c) ensure that all of our personnel who have access to and or process/control Personal Data, keep it confidential;

d) we will not transfer any Personal Data out of the European Economic Area unless your prior written consent is received, and the following conditions are fulfilled:

i) either you or we have provided appropriate safeguards in relation to the transfer;

ii) the Data Subject (as defined in the UK Data Protection Legislation) has enforceable r right and effective legal remedies;

iii) we comply with all of our obligations under the UK Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
iv) we comply with all reasonable instructions notified to us in advance with respect to the processing of the Personal Data.

e) assist you, at your own cost, in responding to any request from a Data Subject and in ensuring your compliance with any of your obligations under the UK Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

f) at your written request, delete or return Personal Data and copies therefor to you on termination of this Contract, unless we are required by law to store it.

7.5 You consent to us appointing a third-party processor of Personal Data under this Contract. We confirm that we will enter into a written agreement with any third-party processor on terms similar to this clause.


8. LIMITATION OF LIABILITY

8.1 Our liability under this Contract is limited to supplying you with the Completed Data only. We will not be liable for any sums above the Charges.
8.2 Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation; and

8.3 Under no circumstances will we be liable for the, but not limited to the following:

(i) Loss of profits

(ii) Loss of sales or business.

(iii) Loss of agreements or contracts.

(iv) Loss of anticipated savings.

(v) Loss of use or corruption of software, data or information.

(vi) Loss of or damage to goodwill.

(vii) Indirect or consequential loss.

(viii) any penalties, charges or claims that arise out of your breach of the UK Data Protection Legislation

(ix) any errors contained within the Order

9. TERMINATION
9.1 Without affecting any other right or remedy available to it, we may terminate the Contract with immediate effect if:

(a) you commit a material breach of any term of the Contract;
(b) you takes any step or action in connection with entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;

(c) you suspend, or threaten to suspend, or ceases or threatens to cease to carry on all or a substantial part of your business; or

(d) your financial position deteriorates to such an extent that in our opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

9.2 Without affecting any other right or remedy available to us, we may terminate or suspend the Contract with immediate effect, with or without giving notice to you if you fail to pay any Charges.

9.3. This Contract will automatically expire 7 days after the Completed Data is made available to the Customer.

9.4 Clauses, 5, 6, 7, 8, 10 and 11 will survive the termination of this Contract.


10. CONSEQUENCES OF TERMINATION
10.1 On termination of the Contract you shall immediately pay to us all of our outstanding unpaid invoices and interest, where applicable and should there be any additional Charges we will provide you with an invoice which shall be due and payable immediately upon receipt.

10.2 Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.

10.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.

11. GENERAL
11.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
11.2 Assignment and other dealings.

(a) We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.

11.3 Confidentiality.

(a) Under no circumstances are you able to disclose our business affairs, operations, processes, models, Website or Data Server’s that you may explicitly or implicitly come into contact with.

(b) Each party may disclose the other party’s confidential information:

(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause ; and

(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

(c) Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.

11.4 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract or contained within the Website.

11.5 Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing.

11.6 Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

11.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

11.8 Notices.

(a) Any notice given to either party under or in connection with the Contract shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case);
(b) Any notice shall be deemed to have been received:

(i) if delivered by hand; or
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting. For the purpose of this clause Business Day means any day Monday to Friday where the Bank of England is open for business.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.

11.9 Third party rights.

(a) Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

11.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.

11.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.